Exhibit 10.2


 


EXHIBIT
8.1


 


STORE CLOSING GUIDELINES


 


The following procedures
shall apply to the Sale(1) to be held at the closing Stores and the
disposal of the Owned FF&E in the closing Stores:


 


1.             The Sale shall be conducted so that the closing Stores in
which sales are to occur remain open no longer than the normal hours of
operation provided for in the respective leases or other occupancy agreements
for the closing Stores.


 


2.             The Sale shall be conducted in accordance with
applicable state and local “Blue Laws,” and thus, where applicable, no Sale
shall be conducted on Sunday unless the Merchant had been operating such Stores
on a Sunday.


 


3.             All display and hanging signs used by the Merchant and
the Agent in connection with Sale shall be professionally produced and all
hanging signs shall be hung in a professional manner. The Merchant and the
Agent may advertise the Sale as a “sale on everything”, “store closing”, or
similar theme sale at the closing Stores as provided by the Agency
Agreement.  Neither the Merchant, nor the
Agent shall advertise the Sale as a “going-out-of-business” sale.  The Merchant and the Agent shall not use neon
or day-glo signs. Furthermore, with respect to enclosed mall locations no
exterior signs or signs in common areas of a mall shall be used. Nothing
contained herein shall be construed to create or impose upon the Merchant and
the Agent any additional restrictions not contained in the applicable lease or
other occupancy agreement. In addition, the Merchant and the Agent shall be
permitted to utilize exterior banners at non-enclosed mall Stores; provided,
however, that such banners shall be located or hung so as to make clear
that the Sale is being conducted only at the affected store and shall not be
wider than the closing Storefront of the closing Store and such signage shall
not be larger than 4 feet by 40 feet. In addition, the Merchant and the Agent
shall be permitted to utilize sign walkers and street signage, notwithstanding
any state, county or local law or ordinance; provided  however the
use of sign walkers and use of street signage shall be done in a safe manner
and shall not be permitted on mall or shopping center property.


 


4.             Conspicuous signs shall be posted
in the cash register areas of each Store to the effect that all sales are “final”
and that customers with any questions or complaints subsequent to the
conclusion of the Sale may contact a named representative of the Merchant or
the Agent at a specified telephone number. 
Agent shall make available consumers inserts identifying that that the
manufacturer’s warranty, if any, may still exist and you should consult the
packaging materials to see what, if any, manufacturer’s warranties are
available, and Agent shall instruct the cashiers to place such inserts in the
consumer’s shopping bag.


 






(1)  Capitalized terms
used but not defined herein shall have the meanings ascribed to such terms in
the Agency Agreement.


 


1

















 


5.             Within a “Shopping Center”, the
Agent shall not distribute handbills, leaflets or other written materials to
customers outside of any of the closing Stores, unless permitted by the
applicable lease or, if distribution is customary in the shopping center in
which the closing Store is located. Otherwise, the Agent may solicit customers
in the closing Stores themselves. The Agent shall not use any flashing lights
or amplified sound to advertise the Sale or solicit customers, except as
permitted under the applicable lease or agreed to by the landlord.


 


6.             At the conclusion of the Sale,
Agent shall vacate the closing Stores in “broom-clean” condition, and shall
otherwise leave the closing Stores in the same condition as on the commencement
of the Sale, ordinary wear and tear excepted; provided, however,
that the Merchant and Agent hereby do not undertake any greater obligation than
as set forth in an applicable lease with respect to a Stores. The Merchant may
abandon any FF&E or other materials (the “Abandoned Property”) not sold in
the Sale at the closing Store premises at the conclusion of the Sale. Any
Abandoned Property left in a Store after a lease is rejected shall be deemed
abandoned with the landlord having the right to dispose of the same as the
landlord chooses without any liability whatsoever on the part of the landlord
to any party and without waiver of any damage claims against the Merchant.


 


7.             Subject to the provisions of Section 15.9
of the Agency Agreement, the Agent shall have the right to sell Owned FF&E
located in the closing Stores; provided, however, Merchant shall
have the right (subject to the consent of the Indenture Trustee and the
Noteholders), at any time prior to the date that is fourteen days after the
Sale Commencement Date, to designate certain FF&E located in the closing
Stores that Merchant intends to keep for its own use and which Agent shall not
be permitted or entitled to sell. The Agent may advertise the sale of the Owned
FF&E consistent with the guidelines provided in paragraphs 4 and 6 hereof.
Additionally, the purchasers of any Owned FF&E sold during the Sale shall
only be permitted to remove the Owned FF&E either through the back shipping
areas or through other areas after store business hours.  For the avoidance of doubt, as of the Sale
Termination Date, Agent may abandon, in place, and without further
responsibility, any unsold FF&E located at the closing Stores.


 


8.             The Agent shall not make any
alterations to interior or exterior Store lighting. No property of any landlord
of a Store shall be removed or sold during the Sale. The hanging of exterior
banners or other signage shall not constitute an alteration to a Store.


 


9.             At the conclusion of the Sale at
each Store, pending assumption or rejection of applicable leases, the landlords
of the closing Stores shall have reasonable access to the closing Store
premises as set forth in the applicable leases. The Merchant, the Agent and
their agents and representatives shall continue to have exclusive and
unfettered access to the closing Stores.


 


10.           Post-petition rents shall be paid by
the Merchant as required by the Bankruptcy Code until the rejection or
assumption and assignment of each lease.


 


11.           The rights of the landlords for any
damages to the closing Stores shall be reserved in accordance with the
applicable leases.


 


2

















 


12.           The Merchant shall notify a
representative of the relevant landlord of the date on which the Sale is
scheduled to conclude at a given Store, within three business days of the
Merchant’s receipt of such notice from the Agent.


 


13.           To the extent that any Store landlord
affected hereby contends that the Merchant is in breach or default under these
Store Closing Guidelines, such landlord shall provide at least five (5) days’
written notice, served by facsimile and overnight delivery, on the Merchant and
the Merchant’s counsel, and the Agent and the Agent’s counsel, at the following
facsimile numbers and addresses:


 


	
  If
  to the Merchant:

  	
  LINENS
  HOLDING CO.

  
	
   

  	
  6
  Brighton Road

  
	
   

  	
  Clifton,
  NJ 07012

  
	
   

  	
  Attn:

  	
  Frank
  Rowan

  
	
   

  	
   

  	
  Dave
  Coder

  
	
   

  	
  Fax:

  	
  (973)
  836-0309

  
	
   

  	
  Email:
  

  	
  frowan@lnt.com

  
	
   

  	
   

  	
  dcoder@lnt.com

  
	
   

  	
   

  	
   

  
	
  With
  a copy to:

  	
  ASSET
  DISPOSITION ADVISORS, LLC

  
	
   

  	
  499
  Park Avenue

  
	
   

  	
  New
  York, NY 10022

  
	
   

  	
  Attn:

  	
  Paul
  Traub

  
	
   

  	
   

  	
  Steven
  Fox

  
	
   

  	
  Tel:

  	
  (212)
  573-9084

  
	
   

  	
  Fax:

  	
  (212)
  652-3863

  
	
   

  	
   

  	
   

  
	
   

  	
  RICHARDS,
  LAYTON, & FINGER, P.A.

  
	
   

  	
  920
  N. King Street

  
	
   

  	
  Wilmington,
  DE 19801

  
	
   

  	
  Attn:

  	
  Mark
  D. Collins

  
	
   

  	
   

  	
  Michael
  J. Merchant

  
	
   

  	
  Tel:

  	
  (302)
  651-7700

  
	
   

  	
  Fax:

  	
  (302)
  651-7701

  
	
   

  	
  Email:

  	
  Collins@rlf.com

  
	
   

  	
   

  	
  Merchant@rlf.com

  
	
   

  	
   

  	
   

  
	
  If to the Agent:

  	
  [insert]

  



 


If the parties are
unable to resolve the dispute between themselves, either the landlord or the
Merchant shall have the right to schedule a “status hearing” before the
Bankruptcy Court on no less than five (5) days notice to the other
parties.


 


3